Sample Business Contracts

Concept Unification Fund Line of Credit - ShowBiz Pizza Time Inc. and International Association of ShowBiz Pizza Time Restaurants Inc.

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    By this Agreement, dated as of November 17, 1994, SHOWBIZ PIZZA
PIZZA TIME RESTAURANTS, INC., ("Borrower") hereby agree as follows:
    1.  Revolving Commitment.  Subject to the terms and conditions in
this Agreement, Lender agrees to loan to Borrower from time to time
amounts not to exceed Five Hundred Thousand Dollars ($500,000.00)
in the aggregate outstanding at any one time.  No new advance shall
be made under this Agreement after December 31, 1995.  Subject to
the foregoing limitations, Borrower may borrow, repay, prepay and
reborrow amounts under this Agreement.
    2.  Note.  Borrower's obligation to repay amounts borrowed under
this Agreement is further evidenced by an Concept Unification Fund
Promissory Note (the "Note") dated the same date as this Agreement.
Payment of principal and interest, and accrual of interest, on
amounts borrowed under this Agreement shall be as provided in the
    3.  Use of Proceeds.  Borrower shall use amounts borrowed under
this Agreement only to purchase goods and services for the
following special projects of the borrower:  conversion of the
"Rock-Afire Explosion" animated stage shows to "Munch's Make
Believe Band" and installation of "Cyberstar" and "Phase II" in
Chuck E. Cheese shows (collectively, the "Project").  Upon Lender's
reasonable request, Borrower shall provide copies of invoices and
other documents which evidence Borrower's compliance with this
Section 3.
    4.  Records and Reports.  Upon Lender's reasonable request,
Borrower shall provide reports and copies of invoices, canceled
checks and other business records pertaining to the Project, this
Agreement or the Note.
    5.  Condition to Loans.  The obligation of Lender to make loans
under this Agreement is subject to the satisfaction of each of the
following conditions:
    (a)  No default under this Agreement, and no event which would
    constitute a default but for the giving of notice or the passage
    of time thereafter, shall have occurred and be continuing on the
    date of such loan;

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    (b)  The representations and warranties of Borrower set forth in
    this Agreement shall be true as of the date of such loan;
    (c)  Lender shall have received any documents or information
    previously requested from Borrower pursuant to this Agreement;
    (d)  No material adverse change, in Lender's sole determination,
    has occurred in the businesses of the ShowBiz Pizza Time
    restaurants or in the financial condition of Borrower.
    6.  Representation and Warranties:  Borrower represents and
warrants that: (a) Borrower is a corporation duly incorporated,
validly existing and in good standing under the laws of the State
of Texas; (b) the execution, delivery and performance of this
Agreement and the Note have been duly authorized by all necessary
corporation action; and (c) this Agreement and the Note constitute
the valid and binding obligations of Borrower enforceable in
accordance with their terms.
    7.  Default.  Borrower shall be in default under this Agreement
if one or more of the following events shall have occurred and be
    (a)  The failure by Borrower to make any payment of principal or
    interest on the Note within ten (10) days after the same becomes
    due and payable;
    (b)  The failure by Borrower to perform any of its obligations,
    except the payment of principal and interest, arising under the
    Note, this Agreement or any other agreement between Borrower and
    Lender within five (5) days after written notice of such failure;
    (c)  The filing by or against the Borrower of a voluntary or
    involuntary proceeding seeking liquidation, reorganization or
    other relief with respect to Borrower or its debts under any
    bankruptcy, insolvency or other similar law now or hereafter in
    effect or seeking the appointment of a trustee, receiver,
    liquidator, custodian or other similar official for Borrower or
    any substantial part of its property and, in the case of any
    involuntary proceeding not consented to by Borrower, such
    proceeding is not dismissed within sixty (60) days.
    8.  Remedies.  If Borrower is in default under this Agreement:
(a) the outstanding principal and accrued interest under the Note
shall mature and become automatically due and payable, without
notice or demand; (b) Lender may terminate its commitment to make
loans under this Agreement; and (c) Lender may exercise any other
remedies permitted by law or equity.

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    9.  Notices.  Any notice under this Agreement shall be effective
upon actual receipt or upon delivery to the United States Postal
Service, with first class postage, addressed as follows (or to such
other address subsequently provided by the party hereto):
         To Lender:
         ShowBiz Pizza Time, Inc.
         4441 West Airport Freeway
         Irving, Texas 75015
         Attention:  General Counsel

         To Borrower:

         International Association of ShowBiz
         Pizza Time Restaurants, Inc.
         4441 West Airport Freeway
         Irving, Texas 75015
         Attention:  Mike Hilton

    10.  Miscellaneous. 
         (a)  No failure or delay by Lender in exercising any right,
         power or privilege under this Agreement or the Note shall
         operate as a waiver thereof, nor shall any single or partial
         exercise thereof preclude any further exercise thereof or the
         exercise of any other right, power or privilege.
         (b)  The captions used in this Agreement are for convenience
         only and shall not be deemed to amplify, modify or limit the
         provisions hereof.
         (c)  Words of any gender used in the Agreement shall be
         construed to include any other gender, and words in the
         singular shall include the plural and vice versa, unless the
         context otherwise requires.
         (d)  This Agreement shall be binding upon and shall inure to
         the benefit of the parties hereto and their respective heirs,
         legal representatives, successors and assigns.
         (e)  This Agreement, together with the Note, contains the
         entire agreement of the parties hereto with respect to the
         subject matter hereof and can be altered, amended or modified
         only by written instrument executed by both parties.

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         (f)  This Agreement may be executed in multiple copies, each
         of which shall be deemed an original, and all of such copies
         shall together constitute one and the same instrument.
         (g)  Time is of the essence in the performance of each
         obligation, covenant and condition under this Agreement.
         (h)  This Agreement shall be governed by the laws of the State
         of Texas.
    11.  Prior Agreements.  This Agreement amends, supersedes, and
replaces all previous agreements related to Concept Unification.

    IN WITNESS HEREOF, the parties have caused this Agreement to be
executed by their duly authorized representatives as of the date
first appearing above.

                      SHOWBIZ PIZZA TIME, INC.
                      By:  Michael H. Magusiak

                      PIZZA TIME RESTAURANTS, INC.

                      By:  Michael A. Hilton

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